Tectonic Therapeutic Inc. filed SEC Form 8-K: Regulation FD Disclosure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2026

Tectonic Therapeutic, Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (339) 666-3320

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On February 23, 2026, the Board of Directors (the “Board”) of Tectonic Therapeutic, Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), approved an increase in the size of the Board from six directors to seven directors effective as of the Effective Date (as defined below) and appointed François Nader as a member of the Board and as a member of the Nominating and Corporate Governance Committee, effective as of the Effective Date, to serve until his successor is duly appointed and qualified, or until his earlier death, resignation or removal. Dr. Nader will serve as a Class III director whose term will expire at the Company’s 2027 annual stockholder meeting. The Board has determined that Dr. Nader qualifies as an “independent director” as determined in accordance with Rule 5605(a)(2) of the Nasdaq Rules and listing standards.

Also on February 23, 2026, Terrance McGuire notified the Board of his intent to (i) resign as Chair of the Board, effective as of April 1, 2026 (the “Effective Date”) and (ii) resign from the Board, including its committees, effective as of the Company’s 2026 annual stockholder meeting (the “2026 Annual Meeting”). Mr. McGuire will continue to serve as a member of the Board and as a member of the Nominating and Corporate Governance Committee and the Audit Committee of the Board until the Company’s 2026 Annual Meeting. Upon recommendation of the Nominating and Corporate Governance Committee, the Board appointed Dr. Nader to serve as Chair of the Board, effective as of the Effective Date.

There is no arrangement or understanding between Dr. Nader and any other person pursuant to which he was selected as a director, and there is no family relationship between Dr. Nader and any of the Company’s other directors or executive officers. Additionally, there are no transactions involving the Company and Dr. Nader that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

As a non-employee director of the Company, Dr. Nader is eligible to participate in the Company’s non-employee director compensation policy, as amended (the “Compensation Policy”), pursuant to which he will receive, as of the Effective Date, (a) an annual cash retainer of $40,000 per year for service on the Board, (b) an additional $30,000 per year for his service as Chair of the Board and (c) a one-time initial equity award of options to purchase 20,400 shares of the Company’s common stock (the “Initial Award”). The Initial Award will be made pursuant to the Company’s 2024 Equity Incentive Plan (the “2024 Plan”). One-third of the Initial Award will vest on the first anniversary of the date of grant, with the remainder vesting in equal monthly installments thereafter until the third anniversary of the date of grant, subject in each instance to his continued Board service.

In addition, on the business day following each annual stockholder meeting of the Company (with the exception of the Company’s 2026 Annual Meeting), and assuming Dr. Nader continues to serve as a non-employee member of the Board following such stockholder meeting, Dr. Nader will automatically be granted an option to purchase shares of the Company’s common stock in accordance with the Compensation Policy then in effect, vesting in full on the earlier of the first anniversary of the grant date or the date of the Company’s next following annual stockholder meeting, subject to his continued Board service.

Notwithstanding any vesting schedule, if Dr. Nader remains in continuous Board service until immediately prior to a “change in control” as defined under the 2024 Plan, all of Dr. Nader’s then-outstanding equity awards granted in connection with the Compensation Policy shall vest and become exercisable in full immediately prior to the closing of such change in control.

In connection with Dr. Nader’s election to the Board, the Company and Dr. Nader entered into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38537), filed with the SEC on June 20, 2024.

On February 23, 2026, the Company issued a press release announcing the appointment of Dr. Nader to the Board and to his role as Chair of the Board. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On February 24, 2026, the Company posted a presentation titled “TX2100: A Differentiated Anti-Angiogenic Therapy for HHT and Other Bleeding Disorders” on its website, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information under Item 7.01 in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.